Vermont § 906 - Determination and authorization of indemnification

§ 906. Determination and authorization of indemnification

• (a) Except as provided in section 904 of this title, an enterprise may not indemnify a director under section 902 of this title prior to the final resolution of a proceeding, whether by judgment, order, settlement,
  conviction, plea, or otherwise and unless authorized in the specific case after a
  determination has been made that indemnification of the director is permissible in
  the circumstances because the director has met the standard of conduct set forth in
  section 902 of this title. (b) The determination required by subsection (a) of this section, in accordance with the
  terms of section 902 of this title, shall be made: (1) by the board of directors by majority vote of a quorum consisting of directors not
  at the time parties to the proceeding; (2) if a quorum cannot be obtained under subdivision (1) of this subsection, by majority
  vote of a committee duly designated by the board of directors (in which designation
  directors who are parties may participate), consisting solely of two or more directors
  not at the time parties to the proceeding; (3) by written opinion of special legal counsel: (A) selected by the board of directors or its committee in the manner prescribed in subdivision
  (1) or (2) of this subsection; or (B) if a quorum of the board of directors cannot be obtained under subdivision (1) of
  this subsection and a committee cannot be designated under subdivision (2) of this
  subsection, selected by majority vote of the full board of directors (in which selection
  directors who are parties may participate); or (4) by the members, but voting power exercised by or under the control of directors who
  are at the time parties to the proceeding may not be voted on the determination. (c) Authorization of indemnification and evaluation as to reasonableness of expenses shall
  be made in the same manner as the determination that indemnification is permissible,
  except that if the determination is made by special legal counsel, authorization of
  indemnification and evaluation as to reasonableness of expenses shall be made by those
  entitled under subdivision (b)(3) of this section to select counsel. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)